| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GBTG | Class A Common Stock | Options Exercise | +158M | 158M | Jul 10, 2023 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GBTG | B Ordinary Shares of JerseyCo | Options Exercise | -158M | -100% | 0 | Jul 10, 2023 | Class A Common Stock | 158M | Direct | F1, F2 | |||
| holding | GBTG | C Ordinary Shares of JerseyCo | 5.64M | Jul 10, 2023 | Class A Common Stock | 5.64M | Direct | F3, F4 |
| Id | Content |
|---|---|
| F1 | On July 10, 2023, Juweel Investors (SPC) Limited ("Juweel"), exchanged 157,978,661 B Ordinary Shares (the "B Ordinary Shares") of GBT JerseyCo Limited ("JerseyCo") and an equal number of shares of Class B Common Stock (the "Class B Common Stock") of Global Business Travel Group, Inc. (the "Issuer") for an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock") as part of a series of transactions that simplify the organizational structure of the Issuer by eliminating the Issuer's umbrella partnership-C corporation structure (the "Corporate Simplification"). |
| F2 | Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rules 16b-3 and 16b-6 promulgated thereunder. |
| F3 | In connection with the Corporate Simplification, the Issuer and JerseyCo also entered into an amendment (the "BCA Amendment") to the Business Combination Agreement dated December 2, 2021 between the Issuer (f/k/a Apollo Strategic Growth Capital) and JerseyCo and a letter agreement amending the Shareholders Agreement (as defined below), to provide, among other things, that the C Ordinary Shares of JerseyCo (the "C Ordinary Shares") owned by Juweel, American Express Travel Holdings Netherlands Cooperatief U.A., ("Amex HoldCo.") and EG Corporate Travel Holdings LLC ("Expedia") will be, upon satisfaction of the conditions described in the following sentence, cancelled in exchange for shares of Class A Common Stock, rather than for shares of Class B Common Stock and B Ordinary Shares, which would be exchangeable for shares of Class A Common Stock under the Exchange Agreement dated May 27, 2022 among the Issuer, JerseyCo, Juweel , Amex HoldCo. and Expedia. |
| F4 | Pursuant to the BCA Amendment, if at any time during the five years following May 27, 2022, the dollar volume-weighted average price of the Class A Common Stock is, for any 20 trading days within a period of 30 consecutive trading days,greater than or equal to (i) $12.50, then one-half of the number of C Ordinary Shares held by Juweel shall automatically and without further action on the part of any person be cancelled in exchange for an equal number of Class A Common Stock; or (ii) $15.00, then the remaining C Ordinary Shares held by Juweel shall automatically and without further action on the part of any person be cancelled in exchange for an equal number of shares of Class A Common Stock. |
On May 27, 2022, Juweel entered into a shareholders agreement with the Issuer, JerseyCo, Amex HoldCo. and Expedia (as amended from time to time, the "Shareholders Agreement"). By virtue of the Shareholders Agreement and the obligations and rights thereunder, the Reporting Person may be deemed to be in a "group" with Amex HoldCo. and Expedia for purposes of the Exchange Act. This filing shall not be deemed an admission that such persons constitute a "group" for purposes of the Exchange Act and the Reporting Person expressly disclaims such group membership and any pecuniary interest in any securities not directly owned by Juweel. The Reporting Person may be deemed a director by deputization for purposes of Section 16 of the Exchange Act by virtue of the fact that Michael Gregory O'Hara and Mohammed Saif S.S. Al-Sowaidi were elected to the board of directors of the Issuer as representatives of the Reporting Person.